Lendway Reports Material Agreement, Acquisition, and New Financial Obligation

TL;DR

**Lendway just dropped an 8-K about a new deal, an acquisition, and some fresh debt, so keep an eye out for details!**

AI Summary

Lendway, Inc. (formerly Insignia Systems Inc/MN) filed an 8-K on February 26, 2024, reporting an event on February 20, 2024. The filing indicates the company entered into a material definitive agreement, completed an acquisition or disposition of assets, and created a direct financial obligation or an obligation under an off-balance sheet arrangement. The specific details of these transactions, including names and dollar amounts, are not provided in the summary text.

Why It Matters

This filing signals significant strategic and financial changes for Lendway, Inc., potentially impacting its future operations, asset base, and debt structure.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions (acquisition, new financial obligation) without providing specific details, which introduces uncertainty.

Key Players & Entities

• Lendway, Inc. (company) — Registrant
• Insignia Systems Inc/MN (company) — Former company name of Lendway, Inc.
• February 20, 2024 (date) — Date of earliest event reported
• February 26, 2024 (date) — Filing date
• Delaware (company) — State of Incorporation for Lendway, Inc.

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share LDWY The Nasdaq Stock Mar
• $54.4 m — a base purchase price of approximately $54.4 million, subject to customary purchase pr
• $51.0 million — based on an assumed enterprise value of $51.0 million as of July 1, 2022, plus cash and cash
• $47.5 million — ng consideration totaling approximately $47.5 million. The U.S. Subsidiary funded the closing
• $22.8 million — ing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit A
• $12.8 million — edit Agreement (as defined below); (ii) $12.8 million pursuant to bridge loan, of which appro
• $12.1 million — to bridge loan, of which approximately $12.1 million was provided to the Dutch Subsidiary by
• $400,000 — tch Subsidiary by Botman, approximately $400,000 was provided to the U.S. Subsidiary by
• $260,000 — d to the U.S. Subsidiary by Jansen, and $260,000 was provided to the Dutch Subsidiary by
• $2.7 million — bridge loan in the principal amount of $2.7 million provided by Botman to the Dutch Subsidi
• $12.9 million — U.S. Subsidiary totaling approximately $12.9 million and expects to fund an additional $400,
• $13.3 million — n additional $400,000 for approximately $13.3 million total. In connection with the Closing a
• $4.5 million — U.S. Subsidiary paid off approximately $4.5 million of outstanding borrowings by Bloomia un
• $18,000,000 — he Credit Agreement, the lenders funded $18,000,000 in term loans to fund the Borrower's ac
• $6,000,000 — a. The Credit Agreement also contains a $6,000,000 revolving facility, which may be used b

Filing Documents

• ldwy_8k.htm (8-K) — 52KB
• ldwy_ex21.htm (EX-2.1) — 479KB
• ldwy_ex101.htm (EX-10.1) — 87KB
• ldwy_ex102.htm (EX-10.2) — 62KB
• ldwy_ex103.htm (EX-10.3) — 632KB
• ldwy_ex104.htm (EX-10.4) — 328KB
• ldwy_ex105.htm (EX-10.5) — 44KB
• ldwy_ex106.htm (EX-10.6) — 50KB
• ldwy_ex991.htm (EX-99.1) — 11KB
• ldwy_ex991img3.jpg (GRAPHIC) — 3KB
• 0001654954-24-002175.txt ( ) — 2194KB
• ldwy-20240220.xsd (EX-101.SCH) — 6KB
• ldwy-20240220_lab.xml (EX-101.LAB) — 14KB
• ldwy-20240220_cal.xml (EX-101.CAL) — 1KB
• ldwy-20240220_pre.xml (EX-101.PRE) — 9KB
• ldwy-20240220_def.xml (EX-101.DEF) — 2KB
• ldwy_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Acquisition of Bloomia On February 22, 2024 (the "Closing Date"), Lendway, Inc. (the "Company") completed the acquisition (the "Acquisition") of Bloomia B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands ("Bloomia"). Bloomia is a leader in the fresh cut tulip industry originally founded in the Netherlands. The Acquisition was completed through Tulp 24.1, LLC, a Delaware limited liability company (the "U.S. Subsidiary") and Tulipa Acquisitie Holding B.V., a private company with limited liability ( besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands and a wholly owned subsidiary of the U.S. Subsidiary (the "Dutch Subsidiary", together with the U.S. Subsidiary, the "Purchasers"), pursuant to an Agreement for the Sale and Purchase of Shares (the "Purchase Agreement") by and among the U.S. Subsidiary, the Dutch Subsidiary, Botman Bloembollen B.V. ("Botman"), W.F. Jansen, who is also the continuing chief executive officer of Bloomia ("Jansen"), and H.J. Strengers ("Strengers", together with Botman and Jansen, the "Sellers") and the Company, as the Guarantor. Following the Acquisition, the Dutch Subsidiary was merged with and into Bloomia and U.S. Subsidiary became the holder of 100% of the ownership interests of Bloomia. As of the Closing Date, the Company held an 81.4% ownership interest in the U.S. Subsidiary and Jansen owned the remaining 18.6% ownership interest. The Company agreed to guarantee the Purchasers' performance under the Purchase Agreement. The Acquisition was completed using a base purchase price of approximately $54.4 million, subject to customary purchase price adjustments (the "Purchase Price"). The Purchase Price was determined based on an assumed enterprise value of $51.0 million as of July 1, 2022, plus cash and cash equivalents, minus debt and

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement is incorporated by reference into this Item 2.01. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement and Bridge Loans is incorporated by reference into this Item 2.03.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 26, 2024, the Company issued a press release announcing execution of the Purchase Agreement and related credit arrangements, the text of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 4 The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (99) Financial Statements of Business Acquired. The financial statements required by this item are not being filed herewith. The Company will file the required financial statements as an amendment to this Current Report on Form 8-K as soon as practicable after the date hereof and not later than 71 days after the date this Current Report on Form 8-K would otherwise be required to be filed. (b) Pro Forma Financial Information. The pro forma financial information required by this item is not being filed herewith. The Company will file the required pro forma financial information as an amendment to this Current Report on Form 8-K as soon as practicable after the date hereof and not later than 71 days after the date this Current Report on Form 8-K would otherwise be required to be filed. (d) Exhibits. Exhibit No. Description 2.1* Agreement for the Sale and Purchase of Shares, dated February 21, 2024, by and among Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V., Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers and the Company 10.1* Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers, Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V. and the Company 10.2* Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V. and Tulipa Acquisitie Holding B.V. 10.3* Credit Agreement, dated February 20, 2024, by and among the Company, TULP 24.1, LLC, Tulipa Acquisitie Holding B.V., Bloomia B.V., Fresh Tulips USA, LLC, and Associated Bank, N.A., a national banking association 10.4* Amended and Restated Limited Liability Company Agreement, dated February 22, 2024, by and among the Company, Tulp 24.1, LLC and Werner F. Jansen. 10.5 * Management Services Agreement, dated February 22, 2024, by and between the Company and Tulp 24.1, LLC 10.6 * Lease Agreement, dated July 1, 2021, by and between Horti-Group, LLC and Fre

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. LENDWAY, INC. Date: February 26, 2024 By: /s/ Zackery A. Weber Zackery A. Weber Vice President of Finance 6

View Full Filing

View this 8-K filing on SEC EDGAR